Every 8-K that Chart Industries, Inc. (GTLS) has filed with the SEC in the last 24 months is listed below, newest first, and each one links through to the document itself with the summary and the scores our analysis gives it.
A 8-K covers material events a company has to report between its quarterly reports, so if you follow GTLS and want that one kind of document rather than the whole filing history, this is the page to keep. The company's other filings, of every form, are on the full GTLS filings page.
Chart Industries, Inc. completed a merger under which each outstanding share of its common stock was converted into the right to receive $210.00 in cash per share, and Chart became an indirect subsidiary of Baker Hughes Company. Certain treasury, subsidiary and appraisal-rights shares were excluded from this cash-out.
Equity awards were adjusted so that in-the-money stock options and vested portions of stock and performance units became cash-based rights linked to the $210.00 consideration, while more recent and unvested restricted stock units were converted into Baker Hughes restricted stock units using a price-based conversion ratio. Baker Hughes funded the Merger through cash on hand, $6.5 billion and €3.0 billion of senior notes issued on March 11, 2026, and borrowings under term loan credit agreements.
Funds were deposited to redeem all of Chart’s outstanding $1,457,043,000 7.500% Senior Secured Notes due 2030 and $510,000,000 9.500% Senior Notes due 2031, and Chart’s revolving credit facility was fully prepaid and terminated. Chart notified the NYSE to delist its common stock, plans to deregister its shares and suspend reporting, replaced its board and most executive officers, and amended its charter and bylaws so its authorized capital now consists of 1,000 shares as a private subsidiary of Baker Hughes.
Chart Industries provides an update on its planned acquisition by Baker Hughes. The companies are in discussions with the European Commission about possible commitments to obtain merger clearance during the EC’s initial Phase I review.
They state that any proposed commitments are not expected to materially affect the commercial rationale or expected benefits of the deal. Subject to European Commission approval and other customary closing conditions, Chart continues to expect the merger to close in July 2026.
Chart Industries, Inc. entered into an Amendment to the Senior Advisor Agreement with Baker Hughes Company and Jillian C. Evanko. The amendment sets a termination date for Ms. Evanko’s Senior Advisor services, establishes a fixed fee for those services, and includes other mutual arrangements related to her role.
The report also contains extensive forward-looking statements about Chart’s pending merger with Baker Hughes, outlining risks such as potential regulatory delays, possible termination of the merger agreement, higher-than-expected transaction costs, operational disruptions, and the need for various stakeholder approvals. These statements are qualified by reference to existing risk factors in Chart’s prior SEC filings.
Chart Industries provides an update on its planned merger with Baker Hughes. Baker Hughes has filed a Form CO with the European Commission, starting the Commission’s Phase I review of the deal. Chart currently expects the merger to close in July 2026, subject to European Commission and other regulatory approvals and customary closing conditions.
Chart Industries reported solid full-year 2025 growth while preparing for its sale to Baker Hughes. Full-year sales rose to $4.26 billion, up 2.5% from 2024, with orders of $5.68 billion, a 13.4% increase and a book‑to‑bill of 1.33, showing more new business than revenue recognized. Reported operating income was $358.4 million, while adjusted operating income reached $884.4 million, a 20.7% margin. EBITDA was $625.7 million and adjusted EBITDA $1.01 billion. Free cash flow for 2025 was $204.8 million.
Fourth‑quarter 2025 was softer, with orders of $1.18 billion, down 23.8% because the prior year included several very large LNG orders. Sales were $1.08 billion, down 2.5%, and backlog rose to $5.89 billion, up 21.5% year over year. Q4 diluted EPS was $1.01 and adjusted diluted EPS was $2.51. Strength in Heat Transfer Systems and carbon capture, nuclear, data center and marine markets helped offset weakness in hydrogen and leasing.
Leverage remained moderate with a Q4 net leverage ratio of 2.83. Shareholders previously approved the pending acquisition of Chart by Baker Hughes, under which Chart shareholders are entitled to receive $210 per share in cash upon closing. The company currently expects the transaction to close in the second quarter of 2026, subject to remaining regulatory reviews. Management also highlighted extensive use of non‑GAAP metrics such as adjusted earnings and adjusted EBITDA, with reconciliations provided.
Chart Industries, Inc. announced that its Board of Directors has appointed Gerry Vinci, currently Chief Human Resources Officer, as President of the company effective January 6, 2026. The Board also stated that it does not intend to appoint an interim Chief Executive Officer at this time, indicating a leadership structure where the President role gains added prominence.
Mr. Vinci, age 60, has served as Chart’s Chief Human Resources Officer since December 2016 and became an executive officer in August 2017. He brings prior executive human resources and legal experience from Dover Corporation, Harsco Corporation, and Sunoco, Inc., and holds an economics degree from Villanova University and a law degree from Temple University. His existing employment terms remain in place, with only an ordinary-course annual base salary increase.
Chart Industries, Inc. disclosed new executive retention arrangements tied to its pending merger with Baker Hughes Company. The company agreed to pay one-time retention bonuses of $750,000 each to Vice President, General Counsel and Secretary Herbert Hotchkiss and Chief Human Resources Officer Gerry Vinci, and a $200,000 retention bonus to Chief Technology Officer Joseph Belling.
The bonuses for Mr. Hotchkiss and Mr. Vinci are intended to retain them until nine months after the merger closes, are payable on or before December 31, 2025, and must be repaid on a net after-tax basis if they resign without “Good Reason” or are terminated for “Cause” before the retention date or, if the merger does not close, before the merger agreement is terminated. Mr. Belling’s bonus is designed to keep him through the 12‑month anniversary of the merger closing and vests then, or earlier if, after the merger is consummated, he is terminated without “Cause” or resigns for “Good Reason.”
Chart Industries, Inc. will complete the previously disclosed mandatory conversion of its 6.75% Series B Mandatory Convertible Preferred Stock on December 15, 2025, the mandatory conversion date. Under the certificate of designations, each preferred share outstanding on that date will automatically convert into 7.0520 shares of common stock, based on the average trading price of the common shares over the 20 trading days ending on December 11, 2025. Each NYSE-traded depositary share (GTLS.PRB), which represents a 1/20th interest in a preferred share, will therefore convert into 0.3526 shares of common stock.
The conversion will occur automatically, without any action required from holders, and investors of record at the close of business on the conversion date will receive the related common shares. No fractional common shares will be issued; any fractional amounts will be paid out in cash as provided in the governing terms. Trading in the depositary shares on the New York Stock Exchange is expected to be suspended before the market opens on the conversion date, and the depositary shares are expected to be delisted afterward.
Chart Industries (GTLS) announced that President and CEO Jillian Evanko will resign from her roles and from the Board effective January 6, 2026, as the company works toward its proposed merger with Baker Hughes. The Board plans to appoint an interim CEO from within the organization before that date. Evanko will serve as a non-employee Senior Advisor from the transition date until the earlier of the merger closing or termination of the merger agreement, focusing on merger-related support and leadership transition.
Subject to completion of the merger, she will receive a one-time cash fee equal to $1,000,000 per month of the Senior Advisor term, with a minimum of $4,000,000 and a maximum of $9,000,000. She remains eligible for a 2025 annual bonus but will not receive a 2026 bonus, and all equity award vesting stops at the transition date. Chart also amended change-in-control employment agreements for several senior executives, generally increasing cash severance to 200% of base salary and target bonus for three executives and 150% for another, plus extended health-benefit subsidy periods, contingent on qualifying terminations after a change in control.
Chart Industries (GTLS) announced a key regulatory milestone in its pending sale to Baker Hughes: the Hart-Scott-Rodino (HSR) waiting period expired at 11:59 p.m. Eastern Time on November 6, 2025. This satisfies one of the conditions to closing under the merger agreement in which Baker Hughes will acquire Chart via a merger with a wholly owned subsidiary, with Chart surviving as an indirect subsidiary of Baker Hughes.
Both parties continue to expect the merger to close in mid-year 2026, subject to customary conditions and receipt of the remaining applicable regulatory approvals.
Chart Industries, Inc. (GTLS) furnished its quarterly results press release. On October 29, 2025, the company announced financial results for the third quarter ended September 30, 2025, via a news release furnished as Exhibit 99.1 under Item 2.02.
The release includes non-GAAP financial measures with reconciliations to the most comparable GAAP measures. The information was furnished, not filed, under the Exchange Act and is not subject to Section 18 liability, nor incorporated by reference except as specifically stated.
Chart Industries stockholders approved its planned merger with Baker Hughes at a special meeting held on October 6, 2025. The merger agreement passed with 35,347,019 votes in favor, 386,896 against, and 17,653 abstentions, based on 44,944,136 shares eligible to vote as of September 5, 2025.
Stockholders also approved, on a non-binding basis, the merger-related compensation for Chart’s named executive officers, with 33,899,539 votes for, 1,711,691 against, and 140,338 abstentions. An adjournment proposal was approved but ultimately not used because the merger proposal already received sufficient support. Chart later issued a press release confirming approval of all proposals.
Chart Industries disclosed that it received multiple acquisition approaches and has mailed a definitive proxy statement for a special meeting on October 6, 2025, relating to a previously announced merger. The company describes a preliminary, non-binding all-stock proposal from Baker Hughes offering 5.241 shares of Baker Hughes common stock for each Chart share (implying Chart stockholders would own ~20% of the combined company) and an unsolicited all-cash proposal at $210 per Chart share. The $210 cash proposal implied an equity value of $10.1 billion and a total enterprise value of $13.6 billion, representing a 30% premium over Chart’s unaffected share price before the Flowserve Agreement announcement.
The filing notes that Morgan Stanley and Wells Fargo advised the board, targeted outreach to potential strategic partners occurred, and management provided financial projections used by advisors that relied on an estimated 48,173,000 fully diluted share count. Chart states it denies allegations in demand letters and litigation and made supplemental disclosures without admitting materiality. The proposals differed on treatment of management and contingencies such as due diligence, financing and reimbursement of certain termination fees.
Chart Industries filed an Form 8-K on 29 Jul 2025 to furnish its Q2-25 earnings press release (Ex. 99.1). The release—deemed “furnished” rather than “filed”—contains GAAP and reconciled non-GAAP metrics, but the actual figures are not included in this report. Management states that it uses the non-GAAP data to evaluate performance and believes investors will find them helpful for period comparisons.
Notably, the Company cancelled its previously announced earnings conference call scheduled for 31 Jul 2025. No reason for the cancellation is provided in the filing.
No other material events, transactions or financial statements accompany the report.